Williams took decisive action to build its estimable U.S midstream operations last week ahead of its spinoff of the exploration and production (E&P) unit after entering negotiations to buy a Marcellus Shale system.

The board of directors also approved spinning off the E&P arm as WPX Energy Inc. through a tax-free dividend at the end of this month.

Williams Partners LP, the company’s midstream partnership, is negotiating to buy Delphi Midstream Partners LLC, which among other things would give the natural gas operator ownership of the Laser Gathering System and other facilities that serve the Marcellus Shale. The partnership has a memorandum of intent and agreement in place to exclusively negotiate with Delphi and because negotiations are ongoing, few details were released.

If the partnership secures ownership of the 33-mile-long Laser system, it would gain a 16-inch diameter natural gas pipeline and associated gathering facilities in Susquehanna County, PA. The system also has 10 miles of gathering pipeline in the Southern Tier of New York.Delphi acquired Laser Midstream Energy LP last year and began expanding its Pennsylvania system earlier this year (see NGI, Feb. 7; July 19, 2010).

Delphi also holds the rights to construct and operate midstream infrastructure for acreage leased by Carrizo Oil & Gas Inc. in northeastern Pennsylvania.

Also included in the proposed transaction is Delphi’s Mansfield Gathering System, which consists of 19 miles of pipeline in the Barnett Shale near Fort Worth, TX. The Mansfield system has operating capacity of 70 MMcf/d, which could be expanded to 90 MMcf/d with additional compression.

Williams CEO Alan Armstrong lately has touted the company’s strategy to spin off its exploration arm to focus on growing midstream operations in the U.S. onshore and offshore. Last month he said a variety of “large growth assets” could be immediately accretive to Williams’ balance sheet “but for the most part those are going to be smaller kinds of assets, emerging assets” (see NGI, Nov. 7).

A plan by Williams to separate the E&P unit from the midstream operations has been in the works for three years (see NGI, Sept. 12; Feb. 21; Nov. 10. 2008). Completion of the spinoff still requires satisfying several conditions, including the Securities and Exchange Form-10 registration statement, as well as WPX’s common stock being accepted for listing on the NYSE.

Minus the E&P business Williams, Armstrong said, would “certainly look at those kinds of assets in basins like the Marcellus where we have great opportunities going forward and have a great opportunity to build a franchise there.” Williams has close to $5 billion of growth investments planned through 2013.

Williams already has a solid portfolio in the Marcellus area. Included is a majority stake (51%) and operatorship in the Laurel Mountain Midstream joint venture in Pennsylvania with Atlas Pipeline Partners LP that currently includes more than 1,000 miles of pipeline with average throughput of 125 MMcf/d (see NGI, April 6, 2009). Expansion of this system is ongoing; its ultimate capacity is expected to be around 1.5 Bcf/d.

A growing gathering system in northeastern Pennsylvania includes 75 miles of gathering pipelines and two compressor stations with a current capacity of 230 MMcf/d. The 33-mile, 24-inch diameter Springville gathering pipeline, now under construction, would connect the new gathering system to the partnership’s Transcontinental Gas Pipe Line (Transco) interstate gas pipeline.

Prior to the Delphi negotiations, Williams Partners said its gathering system in northeastern Pennsylvania was expected to ultimately have a capacity of 1.25 Bcf/d.

Williams Partners already has filed a Hart-Scott-Rodino notification for federal approval of the Delphi deal and said “both parties expect to close quickly following receipt of all regulatory approvals and the signing of definitive agreements.”

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